ORS 65.266¹
Ratification by board of directors
  • procedure
  • submission to shareholders

(1) Except as provided in ORS 65.263 (Defective corporate action) (2), a corporation’s board of directors may ratify a defective corporate action only in accordance with this section. In a notice of a proposal to ratify the defective corporate action, the corporation shall:

(a) Identify the defective corporate action the proposal seeks to ratify;

(b) State the date on which the defective corporate action occurred;

(c) Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and

(d) State that the board of directors intends to ratify the defective corporate action.

(2) If the board of directors proposes to ratify a defective corporate action that relates to the election under ORS 65.057 (Organization of corporation) of an initial board of directors, a majority of the individuals who are exercising the powers of the corporation’s directors, in a notice of the proposal to ratify the defective corporate action, shall:

(a) Identify the person or persons who first took action in the name of the corporation as the initial board of directors;

(b) State the date on which, as appropriate, the person or persons:

(A) First took the action; or

(B) Were purportedly elected as the initial board of directors;

(c) Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and

(d) State that the board of directors intends to ratify the defective corporate action.

(3) If the board of directors takes action to ratify a defective corporate action, the board shall submit the ratification to the members of the corporation, if any, for approval in accordance with ORS 65.269 (Quorum) if a provision of this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party requires member approval of the ratification or would have required member approval of the defective corporate action on the date of the defective corporate action.

(4) Unless the proposal for ratification under subsection (1) of this section provides otherwise, after the board of directors ratifies the defective corporate action and the members, if required, approve the ratification, the board of directors may abandon the ratification at any time before the effective date of validation without further action from the members. [2019 c.325 §13]

1 Legislative Counsel Committee, CHAPTER 65—Nonprofit Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors065.­html (2019) (last ac­cessed May 16, 2020).
 
2 OregonLaws.org contains the con­tents of Volume 21 of the ORS, inserted along­side the per­tin­ent statutes. See the preface to the ORS An­no­ta­tions for more information.
 
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent. Currency Information